LEAP Acquisition Corporation Successfully Completes Cash Tender Offer for Shares of MakeMusic, Inc.

  LEAP Acquisition Corporation Successfully Completes Cash Tender Offer for
  Shares of MakeMusic, Inc.

Business Wire

MINNEAPOLIS -- May 01, 2013

LEAP Acquisition Corporation (“LEAP”), a wholly-owned subsidiary of
LaunchEquity Acquisition Partners, LLC Designated Series Education Partners
(“LaunchEquity”) and sponsored entity of LaunchEquity Partners, LLC, and
MakeMusic, Inc. (Nasdaq: MMUS) (“MakeMusic”) announced today the successful
completion of LEAP’s tender offer for all of the outstanding shares of common
stock of MakeMusic at a purchase price of $4.85 per share. As of the
expiration of the offer, 3,027,792 shares of common stock of MakeMusic were
validly tendered and not withdrawn in the tender offer (including 2,780 shares
of common stock tendered pursuant to notices of guaranteed delivery). All of
such shares have been accepted for payment in accordance with the terms of the
tender offer. The tender offer expired at 12:00 midnight, New York City time,
on April 30, 2013. As a result of the tender offer, LEAP now owns, together
with its affiliates, approximately 89.4% of the outstanding shares of
MakeMusic.

As part of the successful completion of the tender offer, LEAP intends to
exercise its right, granted under the merger agreement with MakeMusic pursuant
to which the tender offer was made, to purchase directly from MakeMusic an
additional number of shares sufficient to give LEAP ownership of at least one
share more than 90% of MakeMusic’s shares (on a fully diluted basis), when
combined with the shares held by LaunchEquity, LEAP or its affiliates at the
time of such exercise. Such purchase of additional shares will allow LEAP to
complete and close the merger and acquisition of MakeMusic today without
shareholder approval. Upon completion of the merger, LEAP will be merged with
and into MakeMusic. All issued and outstanding shares of common stock of
MakeMusic, other than shares held by LEAP, LaunchEquity or MakeMusic or shares
held by MakeMusic’s shareholders who are entitled to and properly exercise
appraisal rights under Minnesota law, will be canceled and converted into the
right to receive cash equal to the $4.85 offer price per share, without
interest. In addition, upon completion of the merger, the common stock of
MakeMusic will cease to be traded on the NASDAQ Capital Market.

About MakeMusic, Inc.

MakeMusic®, Inc. is a world leader in music technology whose mission is to
develop and market solutions that transform how music is composed, taught,
learned and performed. For more than 20 years, Finale® has been the industry
standard in music notation software, enabling composers, arrangers, musicians,
teachers, students and publishers to create, edit, audition, print and publish
musical scores. MakeMusic is also the creator of SmartMusic® interactive
software that is transforming the way students practice. With SmartMusic,
students and teachers have access to thousands of band, orchestra and vocal
pieces allowing students to practice with background accompaniment and get
immediate feedback on their performance. SmartMusic allows teachers to
individualize instruction and document the progress of every student. The
SmartMusic Inbox™, an Android™ and Apple® mobile application, provides
additional access for teachers to review, grade and comment on student
assignments. MusicXML™ is an Internet-friendly way to publish musical scores,
enabling musicians to distribute interactive sheet music online and to use
sheet music files with a wide variety of musical applications. Garritan™ sound
libraries provide musicians with state-of-the-art virtual instruments with the
playback quality of a live performance. Additional information about this
Minnesota company can be found at www.makemusic.com.

About LaunchEquity

LaunchEquity Partners, LLC is an investment entity that provides growth
capital and strategic leadership to intellectual-property based businesses.

Statements in this press release regarding the proposed transaction between
MakeMusic and LaunchEquity, the expected timetable for completing the
transaction and any other statements concerning future expectations, beliefs,
goals, plans or prospects constitute forward-looking statements. Generally,
forward-looking statements include expressed expectations, estimates and
projections of future events and financial performance and the assumptions on
which these expressed expectations, estimates and projections are based.
Statements that are not historical facts, including statements about the
beliefs and expectations of the parties and their management are
forward-looking statements. All forward-looking statements are inherently
uncertain as they are based on various expectations and assumptions about
future events, and they are subject to known and unknown risks and
uncertainties and other factors that can cause actual events and results to
differ materially from historical results and those projected. Risks and
uncertainties include the satisfaction of closing conditions for the
acquisition, and the possibility that the transaction will not be completed,
or if completed, not completed on a timely basis.

Neither LaunchEquity nor MakeMusic can give any assurance that the conditions
to the back-end merger will be satisfied. A further list and description of
additional business risks, uncertainties and other factors can be found in
MakeMusic’s Annual Report on Form 10-K for the fiscal year ended December31,
2012, as well as other MakeMusic SEC filings. Copies of these filings, as well
as subsequent filings, are available online at www.sec.gov and
www.makemusic.com. Many of the factors that will determine the outcome of the
subject matter of this communication are beyond LaunchEquity’s or MakeMusic’s
ability to control or predict. Neither LaunchEquity nor MakeMusic undertakes
to update any forward-looking statements as a result of new information or
future events or developments.

IMPORTANT NOTICE: This press release is for informational purposes only and is
neither an offer to buy nor the solicitation of an offer to sell any shares or
other securities nor a solicitation of tenders with respect to the Offer. The
Offer described herein will not be made in any jurisdiction in which, or to or
from any person to or from whom, it is unlawful to make such offer or
solicitation under applicable state or foreign securities or “blue sky” laws.

Contact:

MakeMusic, Inc.
Karen VanDerBosch, 952-906-3690
Chief Operating Officer&
Chief Financial Officer
kvanderbosch@makemusic.com
or
Investor Relations:
LHA
Harriet Fried, 212-838-3777
hfried@lhai.com
 
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